Three's Company
by Makokam
Summary: Dave and Mindy decide to give Riley a special birthday present. Sequel to /Vacation Me/. Explicit sexual content. Chapter Two: Hot Girl-on-Guy-on-Girl action!
1. Chapter 1

_**Mako's Message: **Here it is! The much demanded sequel to _Vacation Me_! Now, there will be a threesome in this fic, but this chapter is all about Mindy and Riley. That makes it the first _Kick-Ass_ femslash fic, right? If it doesn't, I might just write a story about Mindy and Katie so it can officially be marked as such._

Oh, and this is the first lesbian sex scene I've written. Ever. So if there are any lesbians, or even bi-sexual girls, out there reading this, I'd love to hear from you so I'll know if I did this right.

* * *

-_Months Ago_-

"Riley, you're drunk."

"And you're sexy!"

"Riley...Riley! Hands off."

"Aww...why not?"

"How about because Mindy is in the next room?"

"We could invite her to join."

"We- wha- be serious."

"I am. Think. You could have both of us. I'm sure Mindy would jump at the chance."

"Wha- N-No. Just no."

"Aawww why not?"

"Because!"

"Oh, loosen up. I know you like her like that. I've seen you look."

"I do not! She's just a kid."

"Oh Dave. Poor, poor, blind, Dave."

"What are you-"

"And maybe I'm not just offering to get you to agree. Maybe I'm asking because I want it."

"You- What?"

"In fact, here, lemme tell you a secret..."

"... you're twisted."

"Heeheehee. I know."

-_Not That Long Ago_-

"She really said that?"

"Yeah."

"Seriously?"

"Yes."

"I'm not sure if I should be flattered or creeped out."

"You? Creeped out by something?"

"I can be creeped out by things!"

"Sure. Anyway, her birthday is coming up. And I was thinking..."

"Oh, for _her_ birthday? Sure. Nice try."

"Mindy. Come on. I'm serious."

"If you are, you're the first guy to ever suggest this for _the_ _other_ _girls_ _birthday._"

"So...?"

"Well...okay, fine. Why not? Could be fun."

"Well, I'd hope it would be."

"Oh shut up."

-_The Present, Less Than a Year After Dave and Mindy Spent a Weekend in Punta Cana_-

Riley struggled to keep a hold of her backpack, laptop case, loose books that wouldn't fit in her backpack, and her groceries as she fished out the keys to her apartment. After a few moments of this she decided, fuck it, and just dropped the groceries since there wasn't anything breakable in the bags anyway.

Finally able to unlock the door, Riley did so and turned the nob just enough for the door to open before bending over and gathering up her bags again. When she stood up, she almost dropped them again when she saw Mindy standing in the kitchen, pouring herself a drink. This wasn't a huge surprise, as she'd been spending the weekends at their apartment since she and Dave had gotten together. However, Mindy was rarely there when Dave wasn't and she could have sworn Dave was going to be out tonight. "Well, damn, if I'd known anyone was home I'd have knocked."

"Do you need any help?" Mindy asked, seeing Riley struggle with her load.

"No, no. I'm okay now, hard part's done. Just have to get to the kitchen counter."

Mindy walked over and took the bags from her, "Well, I'll help anyway."

Riley tried not to sigh in relief as the younger, smaller, girl carried the bags with more ease than she'd ever managed and with more grace. Her eyes flickered up and down her body before she could stop herself. Aside from being a decade younger than her, Mindy was her roommate's girlfriend, so ogling her just wasn't cool.

She'd been the one being ogled enough to know that.

It was hard though, with Mindy walking around in jeans that looked like they were painted on. Which, now that she thought about it, was kind of odd since she didn't usually wear jeans that tight. Come to think of it, she also usually wore something over her t-shirts. Even if it was just another shirt. But she was just wearing a rather tight t-shirt that just barely touched her pants, giving her tentative glimpses of skin.

Which she really shouldn't be looking at.

Still. It was obvious that this was no longer the 11-year-old that had walked into the store and glared daggers at her for flirting with the poor oblivious boy she had a crush on.

Not that she hadn't noticed anyway. Mindy had been her number one competition after all.

Finally she dropped the books onto a table, tossed her backpack onto the couch, and set her laptop case down on the floor next to the couch as she lay down on it. She looked over to see Mindy smiling at her as she put the food away, "Rough day?" she asked.

"It would have been better if Dave had remembered to go shopping yesterday. I mean, I can understand how you two can get distracted, but still."

Mindy smiled almost apologetically.

"So, where is Dave anyway?" she said, looking around, "I thought he had a thing with Marty and Todd tonight."

"Oh. That got canceled so I came over early. He was going to cook me dinner, and then he saw he forgot to go shopping so..."

Riley stopped mid stretch, "He's not."

"He is."

"When did he leave?"

"About five minutes before you got here. You must have just missed each other."

"Oh come ON!" Riley said, throwing herself back down on the couch.

Mindy smiled, "Well, I'm sure Dave will make enough for the three of us if that makes up for it," she said while leaning on the counter, "Would you like me to get you something to drink? Coffee? Tea? Me?"

Riley say bolt upright, "What."

"Hmm?"

"What did you just say?"

"Would you like me to get you something to drink?" Riley had a feeling the grin on her face was just big enough to stop her from bursting into laughter, but still small enough to appear innocent. "I'm having rum and coke," she added, holding up her glass, "But don't tell Dave about the rum. He gets it into his head sometimes that I should try to hold on to what little innocence I have left." She smirked at Riley, "If only he knew just how 'corrupted' I already was." She then took another drink, nearly draining her glass, "So! What can I get you?" she said and turned and walked to the other side of the kitchen as if nothing out of the ordinary had been said.

Riley, however, was sure that Mindy walked with a bit more bounce to her step than she'd ever seen before. Well, when Dave wasn't around at least. There was an unmissable side to side movement to her hips, and the long waves of her hair were bouncing side to side as well.

She briefly wondered what was going on on the front side, before berating herself for thinking that.

"I'll have a coffee, actually. Thanks."

"Sure thing," Mindy said, and she began making her a cup.

Riley fell back with sigh, closing her eyes and covering her face with her arm while the other arm rested behind her head. She could hear Mindy humming indistinctly as she made the coffee, and she had to admit she liked the sound of it. It was almost like the sounds she made when she and Dave were fucking but trying to be quiet about it.

Riley scrunched her eyes together. What the hell was wrong with her? Why did everything about Mindy seem to be screaming "SEX!" today? Sure, she'd occasionally entertained the idea of what it would be like to walk up to her, tilt her head up and kiss her senseless. And it wasn't uncommon for her to lay in her bed masturbating to the sound of Dave and Mindy having sex while imagining it was her between Mindy's legs making her moan like that, while Dave was behind her, thrusting away and ready to blow his load inside her. She was a sexual being who just so happened to find both sexes attractive and was sharing an apartment with a guy who was an amazing physical specimen and had a girlfriend who was in even better shape(if that was even possible), that he fucked on a regular basis across the hall from where she slept. It was only natural.

But this was fucking ridiculous. Riley was fully capable of not perving over Mindy, or Dave for that matter. Could go days without thinking about them. Hell, she could go weeks without thinking about what it would be like to undress Mindy while trying to keep their lips in contact as much as possible.

Except for today, apparently. If it wasn't for the fact that Mindy hadn't given her anything yet, hell, this was the first she was seeing either of them today, and that she'd felt normal all day so far, she'd suspect she'd been drugged.

She was pulled out of her thoughts by the sound of approaching footsteps, but she didn't open her eyes until she felt someone next to her. "Here," Mindy said, holding out the mug of coffee for her as she sat down on the floor beside her and draped her free arm across her stomach.

Taking the cup, Riley said, "Thanks," and started to sit up so she could drink. She looked over at Mindy, who hadn't moved and was looking back at her with a soft smile on her face. Riley took a sip of the coffee and almost spit it out as she felt Mindy drawing circles on her stomach. "Mindy...?"

"You're really pretty."

Ho~ly shit.

Riley sat up properly, dropping her feet to the floor next to Mindy and closing her eyes as she took a deep breath. She felt the couch move as Mindy climbed up next to her. She opened her eyes and turned her head to see Mindy's face only a few inches from her own. They flicked down to see Mindy had her knees tucked under her, with her hands balled up just in front of them and barely brushing up against Riley's thighs.

When Mindy tentatively licked her lips before nervously chewing on them, Riley's heart started pounding.

When Mindy leaned in to kiss her, her breathing stopped.

When their lips touched, Riley's hands shot out and pushed Mindy, making her fall over backwards onto the couch, "Okay, whoa. What the hell."

Mindy looked up, "What? It's not a secret you're interested in me. And ever since you suggested a threesome I've found myself thinking about you," she said as she crawled back over to her. Putting a hand on her thigh Mindy said, "And today, you just looked like you could use a little fun," and leaned in to kiss her again.

Riley let it happen this time, enjoying the soft warmth of her lips for a moment before breaking apart with a gasp, "I don't understand though. I've offered before. You always shot me down."

Mindy blushed and looked away for a second before saying, "Well, yeah, why would I want Dave in bed with you? I mean, sure, I have this...tight little body," she said with a little twist and sway, "and my tits are pretty nice now," she added giving herself a gentle squeeze. "But I still don't compare to you. You have real curves," she said as she ran her hand up her thigh, over her hips and up her side, "And these?" she asked cupping one of Riley's breasts as she leaned in for another kiss, "They still put mine to shame"

Riley moaned as Mindy softly rolled her breast and for the first time that night returned the kiss. They kissed again without a break, and Riley reached up and slipped her hand into Mindy's hair, rubbing her thumb behind her ear and her fingers across the back of her neck before running her hand down her back and settling on her ass, which she grabbed and used to pull her fully against her.

Mindy squeaked as their bodies collided. "I don't know," Riley said, "I kinda like your tight little body. And you know what they say, 'anything more than a handful is wasted'." Mindy smiled as she kissed Riley again and began a more thorough groping of her tits.

Riley broke their kiss and asked, "Dave is okay with this, right? I don't want to start a fight between you two."

Mindy's grin became positively devious, "Okay with this? If he walked in on us fucking he'd probably rip his clothes off and join in. I mean look at us, sure, I don't have your figure, but our hair is almost identical, we have the same color eyes, hell, we could probably pass for sisters." Riley shivered as Mindy spoke, "And what guy hasn't had _that _fantasy?" Mindy paused and arched her eyebrow, "You wouldn't mind that, would you?"

Riley smiled and said, "Not at all," then paused, "Is that what you want though? Sex? It's kind of a big step up from kissing."

Mindy smiled and nodded eagerly, "Yeah, I know. And yes, it is."

Riley smiled and slid her hands up Mindy's ass and then into her pants squeeze her directly. Mindy cooed and squirmed on Riley's lap before kissing her again. "Do you want to stay here, or should we move to my bed?" Riley asked.

"Mmm" Mindy moaned, trailing kisses across Riley's jaw, down her neck and across her collar bone, "Bed. Definitely bed."

Riley immediately stood up, took Mindy's hands and pulled her to her room. As soon as they were passed the threshold Riley nearly threw Mindy onto the bed. Mindy couldn't help but grin at the older girl's almost childish enthusiasm.

When Riley started to pull her own shirt off, Mindy stood up and stopped her. "Let me," she said.

Riley let her shirt fall back down and Mindy slipped her fingertips under the hem and slid them around Riley's waist causing Riley to giggle, Mindy's faint touch tickling her. Mindy smiled up at her as she put her hands on Riley's sides and slid her hands up her body, taking the shirt with her. When Mindy pulled the shirt over her head, Riley's hair tumbled down all around her head and into her face, "Oooh" Mindy said as she reached up to delicately brush the hair away from Riley's face.

"'Oooh' what?" she asked.

"I finally got why Dave thinks it's so sexy when my hair gets in my eyes," Mindy said as she played with Riley's hair. She pulled at a lock of hair as she slid her fingers down it, pulling it to it's full length and coming to the end just passed her shoulders and letting it spring back, "I wish you hadn't cut your hair though, I like long hair," she added as she ran her hands down Riley's chest and cupping her breasts.

Riley smiled as she ran her hands through Mindy's hair in turn, reaching the end around Mindy's shoulder blades, "I noticed. Is that why Dave stopped cutting his hair as often?"

Mindy smiled, "Ma~y-be," she said, slipping her hands into Riley's bra and rubbing her fingers against her nipples, "God these things are amazing."

Riley hummed as Mindy played with her tits, "You like them, huh?"

"I've been envious of these things since I was eleven," she replied, pulling the bra up, letting her see Riley's bare breasts for the first time. "Jesus. So much boob," she said, wrapping her fingers around as much as she could and squeezing.

Riley laughed as she reached around to unfasten her bra and tossed it aside, "Don't be too envious of them. I'm going to have a reduction done before I'm forty so I don't have back problems when I'm older."

"What shame. I could have had Dave years ago if I'd had a pair of these." Riley raised an eyebrow. "Okay, probably not, but still."

"Besides, it's not like these sprang out all at once. I didn't stop growing until I wa-AH!" Riley gasped as Mindy pinched her nipples, "Oh. Do more of that."

Mindy looked up at her and gave her that grin that meant she was up to something, and then leaned in and flicked her tongue against her nipple. Riley gasped at the touch, and then moaned as Mindy wrapped her lips around her nipple.

Riley put her hands on the back of Mindy's head, holding her in place. It had been far too long since she'd gotten to enjoy herself like this. Stupid school. Stupid work. Stupid entitled-douchbag-pretty-boys.

She tilted her head down and pressed her lips against the top of Mindy's head as her tongue continued to do wonderful things to her. She stroked her hair and then let one hand slide down her back, around her side, across her stomach, and down the front of her pants.

Mindy jumped and gasped when Riley's fingers made contact with her clit. Riley just smiled and said, "I think it's time we got some of your clothes off too," and pushed her backwards onto the bed.

Riley pounced, diving between Mindy's legs and running her hands under her shirt. She planted kisses all across her exposed skin, starting at Mindy's waist and following along as she slowly slid her shirt up and off.

She stopped just after getting the shirt passed her breasts, then slid her hands back down to cup them. Rolling them gently in her hands as she looked Mindy up and down, taking in the girl's tight, slim, and strongly defined body, "Jesus," she exhaled more than said, "Just what exactly about your body did you think Dave wouldn't like? You've got the body of a superhero."

Mindy resisted the urge to roll her eyes, "Guy's don't want girls with muscle. They want curves and lusciousness," she said, running her hands up Riley's legs and hips, across her stomach and up to her breasts, "Soft and comforting. Compared to you I'm all sharp edges and tough skin."

"Mindy," Riley laughed, "All those girls in the comics guys fantasize about? You have that body," she said, running her hands under her shirt and over her shoulders. "You're tight, and you curve everywhere you're supposed to," she added as she ran her hands back down across her breasts and continuing down to grip her backside, "I'm surprised Dave was able to resist you as long as he did."

"You seem to be resisting me pretty well," Mindy said with a smirk.

"I'm not resisting, I'm admiring," Riley corrected, running her finger along the edge of Mindy's bra.

Mindy sighed and arched into Riley's touch, "Less admiring more kissing."

Riley grinned and bent down to resume her previous activity, kissing the valley and swell of Mindy's breasts as she pulled her shirt completely off. Before she could reach her collar bone, Mindy pulled Riley up and pressed their lips together.

Their kiss was deep, energetic, and lasted until Riley managed to get Mindy's bra off, at which point they separate long enough for Mindy to remove the garment, and when they pressed, bare chested, against each other for the first time, Mindy gasped, "Oh, that's different," and then her mouth was otherwise engaged again.

Mindy wrapped her arms around Riley's neck, holding her to her, while Riley's hands entwined themselves in Mindy's hair. As they continued to enjoy eachother's mouths, Mindy's hips began bucking up towards Riley. It started as mere squirming, but quickly escalated into a frantic humping as Riley drove her desire higher and higher.

Eventually, Riley had mercy on Mindy, and herself, and swung one of her legs over one of Mindy's giving them both something they could really grind against. Mindy, however, quickly decided that rubbing against Riley's leg wasn't enough, and she took her hands from her neck and quickly reached down to unbutton her pants and slip her hands inside. Riley quickly put a stop to that, grabbing Mindy by her wrist and pulling her hand away from herself, causing Mindy to whine from the denial of the touch she desperately wanted.

"Let me," Riley said, and slid her hand under Mindy's jeans, between her legs, and into her. Mindy gasped and sighed as Riley's fingers teased her her insides and her thumb rubbed at her clit. Riley moved slowly down Mindy's body, trailing kisses down her neck and chest. Mindy bit her lip in anticipation and then moaned when Riley's lips found her nipple.

Mindy held Riley's head in place, not wanting it to stop, but after a moment Riley pulled away, continuing her trip south. Mindy looked down at Riley as she kissed her belly button and moved oneto her hips and a nervous smile briefly crossed her lips. She closed her eyes and then...nothing happened.

She opened her eyes again and looked down at Riley who was kneeling on the floor between her legs, fingers wrapped around the top of her jeans and panties, and looking back at her with a mischievous grin. As soon as their eyes met, Riley pulled Mindy's pants past her hips and dove in, putting her mouth and tongue to work on her clit without any hesitation or further warm up.

Mindy moaned and she arched her back until only her head and hips were still on the bed.

While Riley continued to lick and suck on Mindy's clit, she slipped her fingers into her again and stroked her insides.

What had been mere bucking before, now became full on writhing. Mindy clawed at the bed and tossed her head back and forth, mouth opening and shutting, searching for something, anything, as she continued to moan her approval of Riley's actions. The clawing fingers of one of her hands had succeeded in balling up a bit pit of sheet which soon found it's way between her teeth.

She bit down hard and clenched her eyes shut for a moment before flinging them open and reaching down to pull Riley away from her. She growled, before sliding down quick as a flash, flipping Riley over, and pushing her back on the bed, ripping her pants and panties clear off of her, and pouncing on her, pinning her to the bed.

Riley gasped, suddenly worried that she might have done something wrong, and then Mindy's lips where on her neck, and there was a hand on her breast, and another between her legs and slipping into her. Riley gasped as Mindy kneaded her breast and pinched her nipples, she panted as Mindy slipped another finger into her and found her clit with her thumb...and then Mindy's lips left her neck and moved up to her ear.

"Moan for me," she hissed.

And suddenly everything that had been coiling tighter and tighter inside her, everything being held back by that faint worry that they were doing something wrong, was released with a moan that could be heard all through the apartment.

When Riley paused only to inhale, Mindy's mouth was on her's in an instant, her tongue slipping and twirling against hers almost before their lips met.

Soon, Riley regained herself enough to return the kiss and reach down and slip her fingers back into Mindy. Without breaking the kiss, they rode each other's hands, breaths coming in pants, until finally Riley flipped Mindy onto her back, "You didn't let me finish."

And she started working her way back down Mindy, kissing her neck and across her collar bone before moving down to-

"Wow, you two are enjoying this more than I thought you would."

"MEEP!"


	2. Chapter 2

_**Mako's Message: ** Well, this was a bear to write. It was like trying to describe a game of twister. Not nearly as fun as playing. Anyway, I hope you enjoy this chapter...but if you don't that's okay too. _

_Oh, and, just for reference, Riley is an only child._

* * *

Dave's words, though said in nothing more than a normal speaking tone, boomed in Riley's ears like a cannon.

She squeaked in shock and fear and scrambled over the bed and onto the floor.

This was beyond embarrassing. None of her fantasies had ever played out like this. Of course, she'd never really bothered fantasizing about how things started most of the time, and just went straight to the spank material. And despite Mindy's earlier assurances, she couldn't imagine Dave wouldn't be pissed about walking in to find her on top of his, (naked)girlfriend and three knuckles deep in her snatch.

Also, getting walked in on mid fuck was never a pleasant experience.

She'd clenched her eyes shut in preparation for the screaming, because there was always screaming when one significant other caught the other fucking someone else...but strangely, there hadn't been any. Yet.

She cracked an eye open and peaked over the edge of the bed to see Dave smiling bemusedly at her and Mindy calmly reclining on her bed like she was Cleopatra or-

Dave's words finally registered, "Wait, what? You were expecting this?"

Dave laughed, "Expecting it? Riley, I set this up."

Riley's jaw dropped, "What? Why?"

And then Mindy, in a lilting voice, began to sing, "Hap-py Birth-day...Big Sis-ter" and grinned a grin that made the Cheshire Cat envious.

Riley's face went deathly pale in an instant, and then just as quickly flushed tomato red as she sunk behind the bed again, "Oh my GOD!" she wailed, "You TOLD her?!"

"It was the only thing I could think of to get her to agree to it. And even then I had to agree that she got you all to herself at first. I think she wanted to be sure I wasn't suggesting it just so I could bang you."

"But why? I don't understand."

Dave laughed, "Why? Well, you'd only been asking about a threesome ever since we got together, and for the last few months you've practically been molesting Mindy with your eyes."

Riley's eyes shot wide open and her face flushed with embarrassment,"I have not!" she said, in her most outraged tone.

"Then how about this, you've been a great friend, I know you've been suffering in the romance department, it's you're birthday and I couldn't think of a better present."

"Riley, stop hiding behind the bed and come back up here, you're being ridiculous. I was really enjoying myself and I know you were too." There was a pause and then, "And I don't mind if you were imagining I was your little sister."

Riley whimpered.

She had been involved in three threesomes in her life. In two of which she was the third, invited in by a friend. Once as birthday present and once by a friend who was just curious. Both of those relationships had been destroyed because the guy had wanted to continue fucking her, with or without their girlfriend.

The third had been her boyfriend bringing in another girl. And that relationship ended soon after because he'd just wanted to fuck other women.

She loved both Dave and Mindy, and she didn't want to risk ruining their relationship. Yes, their bond went above and beyond the average couple's, and yes, she'd suggested a threesome a few times, but that was mostly just fooling around. She never thought they'd actually agree to it. Mindy was far too possessive of Dave. Like a dragon guarding it's treasure.

And yet, just ten minutes ago, when Mindy was assuring her that Dave would be okay with it if they had sex, she'd only agreed to it because she thought Dave would never know. A one time fling out of curiosity.

But still, she thought, she was willing to enable Mindy to cheat on Dave.

"Well, while your sitting there thinking about it, I have something that needs attending to."

She heard Mindy yip and turned to peak over the bed just in time to see Dave drag her over by the ankle, unzip his pants, pull his dick out, and then effortlessly slide it into Mindy until he was balls deep.

Mindy moaned softly, her eyes closed and rolling her head side to side as her hands came up to massage her tits and Dave pumped away at her.

Riley watched silently, entranced, her only movement coming from her eyes, which flicked from Mindy's face to Dave's cock, thrusting away into her pussy. Mindy stopped rolling her head and opened her eyes to meet Riley's gaze. Their eyes held each other as, slowly, Riley raised her hand up, reached out, and brushed the back of her hand against Mindy's temple.

Mindy closed her eyes and pressed into her hand, smiling as Riley caressed down her face, then back up. Riley opened her hand to cup Mindy's cheek and ran her thumb across her lips. Mindy opened her mouth and gently bit at Riley's thumb, before sucking it into her mouth.

Riley exhaled softly as Mindy sucked on her thumb before she pulled it free. Then she stood, and placed on knee on the bed beside Mindy's head. She didn't need to do or say anything more as Mindy immediately lifted her head to press her open mouth to Riley's snatch, laving her tongue across her lips before slipping it inside her.

Riley brought her other leg up onto the bed and and moaned as Mindy continued to work her tongue against her and used a finger to massage her clit. She reached down and grabbed a handful of Mindy's tit, teasing circles around her nipple and making her moan into her pussy.

She looked up when Dave half gasped half chuckled. He seemed torn between trying to watch the show in front of him and paying attention to what he was doing with that adorable yet completely dorky smile plastered on his face. Riley let out a huff and rolled her eyes before reaching out and grabbing him by the back of the head and pulling him into a kiss. It took him a second to return the kiss, but return it he did and with great enthusiasm.

When they pulled away, he said, "You taste like Mindy."

She smirked and said, "Well, there's a good reason for that," and then she dropped down and kissed where Dave entered Mindy. Both gasped at the sudden touch, and Mindy's moans renewed and intensified as Riley's tongue, then fingers, attacked her clit. Riley's other hand slid up Dave's shaft and then down to roll his balls in her hand.

Dave groaned and ran his finger's through Riley's hair, his strokes becoming long and languid, to the point that he slid out of Mindy. Riley took immediate advantage of this, directing his cock to her mouth and sliding nearly all the way down it, before swirling her tongue around it as she pulled back.

Mindy, groaned her displeasure and bucked her hips, trying to find her prize again.

Riley pulled off and pointed Dave back at Mindy's opening, and helped Mindy get it back inside again. But only the tip. She ran her tongue across Mindy's clit and down Dave's shaft then back up again. She kept her fist wrapped around the base of Dave's cock and kept him from pushing forward too much, forcing Mindy, who had stopped paying Riley any attention, to buck her hips harder to get more of Dave in her.

Keeping her hand wrapped tightly around his dick, Riley suddenly pulled Dave a good two inches deeper into Mindy, who coo'd in response, only to whine again when she pushed him nearly all the way out. Riley grinned and began fucking Mindy with Dave, occasionally using her tongue on them both.

Dave merely allowed himself to be used and ran his fingers through Riley's hair, grinning in silent amusement, while Mindy alternately moaned in pleasure or groaned in frustration at not getting enough of what she needed. Eventually, Riley had mercy on her, wrapped her lips around her clit and released Dave, allowing him to resume giving Mindy a proper fucking.

Though, she kept her hand on Mindy's cunt, with her fingers spread so that Dave slid between them with every stroke, and reached up with her other hand play with Mindy's tits.

Mindy's moans rapidly increased in pace until her whole body bucked and thrashed and she screamed out in pleasure, holding the last note until it petered out into a blissful sigh.

Riley watched Mindy's chest heave with her slow and heavy breathing with a wide grin on her face, "Fucking awesome." Then she looked at Dave who had stopped thrusting, but remained fully inside Mindy, "Did you cum?"

Dave shook his head.

"Sweet," she said, then pulled him out of Mindy and sucked him into her mouth again. She kept her arms tucked under her, with her hands draped over the edge of the bed, and her feet kicking idly over her back, as she worked her mouth back and forth over Dave's cock.

She smiled up at Dave when he reached down and started running his fingers through her hair, but didn't stop for even an instant. Mindy lay, head to toe, next to her, breathing shallowly and watching without moving. Riley was enjoying this immensely, and having had an orgasm that'd nearly put her in the same condition as Mindy she wasn't bothered by the fact that Mindy's eyes and Dave's hand through her hair was the only attention she was getting. She was able to just enjoy playing with Dave and listening to his breath slowly increasing in pace, and moan softly every time she threw in an extra tongue twirl, sucked a little harder, or went a bit deeper.

Soon, Dave's breaths were coming in short gasps and his hands where tight fists in her hair, "Riley..."

Mindy suddenly perked up, lifting up off the bed to get a better view.

Suddenly Riley shoved Mindy's hip, rolling her onto her back, then released Dave from her mouth, grabbed his and pushed him into Mindy. Both gasped at the shock of it all. Riley pulled Dave out so just the very tip of him was in her, and then used both hands to jerk him off into her.

Dave panted as Riley's hands quickly worked him to completion.

"Oh wow" Mindy gasped as he shot into her, then she almost giggled, "Never felt that without him actually being in me, it's weird. I like it." She smiled at her friend and boyfriend, "I'm starting to wonder why I was against this."

Riley crawled over Mindy until they were eye to eye, with Mindy's hair splayed out around her, and leaned down so that her own hair created a curtain around them, "I'm just making up for lost time," and kissed her.

Before it could go any further, she jolted up with a yelp and they both looked towards their feet to see Dave fully sheathed in Riley.

She smirked at him, "You're still hard?"

He smirked right back, "With you two like that, how could I not be?"

Mindy grinned, "He's always had good stamina."

Riley bit her lip and rocked back into Dave once, then twice, the pulled off of him completely, "I wanna change positions, Mindy, sit with your back against the wall,"

Mindy raised her eyebrows at Dave, who shrugged, and then moved to sit against the wall. Riley moved so her feet were at the foot of the bed and she was facing Mindy. Mindy looked at her like she thought she knew what was going on, but didn't believe it.

She looked over her shoulder at Dave, "Would you mind doing what you were doing a second ago?"

Dave quickly moved onto the bed, positioned himself behind Riley, and pushed into her until she rocked forward. Riley moaned and bit down on her lip, "God I've wanted this for so long," and then dropped her head down and began to devour Mindy's pussy.

Mindy gasped and laughed at the same time, "Oh my god I can't believe you just did that."

Riley paused long enough ask, "Why?"

Mindy gasped out, "Because I'm full of jizz!"

Riley said, "What? You don't like cream filled treats?" and then deliberately slipped her tongue as deep into her as she could.

Mindy moaned and threw her head back, "I just- I just prefer it," she gasped, "straight from the source," and gave Dave a look of pure lust.

Riley was in a haze of pleasure. Dave's cock was hitting all the right spots without stretching her too much, so instead of "it hurt so good" it just felt good. Mindy continued the trend of running fingers though her hair and massaging her scalp, while her nipples brushed against the bed and she continued her quest to get every last drop of Dave out of her.

Dave was just enjoying the view; Riley's head bobbing between Mindy's legs, Mindy's hand in her hair, Mindy's other hand kneading her tit and playing with her nipples, and Mindy's face, with her eyes closed and he mouth half open, rolling her head side to side, occasionally looking at him for a moment with "I wanna fuck you so bad" eyes and biting her lip and moaning every time Riley did something extra. And being balls deep in Riley was pretty nice too.

Mindy...was trying very hard to find something to complain about. But even though she was watching her boyfriend fuck another woman right in front of her, the fact that the girl in question was at the same time giving her one of the best tongue fuckings she'd gotten in her life and seeing Dave pumping away at her(covered in a faint sheen of sweat, his hair getting in his eyes and sticking to his face in places), was just. Fucking. HOT. ...she was having a very hard time of it. And she was surprised to find this didn't bother her.

Eventually though, Dave's thrusts started to become jerkier and slower. His panting breaths had become grunts and groans. Riley looked up from Mindy's snatch at Dave looked pleadingly, "Can Dave cum in me? Please? I know it might sound silly but even in threesomes some girls won't stand for that and I really wanna feel him cum."

Mindy smiled, "You're on birth control, right?" Riley nodded. "Then it's fine." Riley dropped back down, but simply let her head rest against Mindy's thigh and moaned. Mindy grinned and looked from her up at Dave, who seemed to be doing his damnedest to not blow his load without actually pulling out, "Do it Dave. I wanna watch you cum. Fill the bitch up."

And with no more reason to old back, Dave let a long, low groan and came, thrusting into her with every shot.

"Ooooh gaaaaaaaoooooooooowwwwwwd," Riley moaned, "I've missed feeling that." As Dave finished and withdrew, Riley languidly lifted her face towards Mindy's, breathed, "Thank you," and then kissed her. And not just a simple peck, even a lingering kiss, but a deep, slow, passionate kiss that started as a simple pressing of the lips together but slowly but surely escalated to open mouths and then twirling of tongues without once separating.

Dave's stamina was all but exhausted now and his penis was very close to flaccid. He leaned back against the wall to catch his breath and enjoy the show, as Mindy and Riley's kiss was continuing to escalate. They were now practically mauling each other's faces and necks, and had a fist full of boob.

He let out one single "Ha," as he wondered what kind of cruel joke it was that men were so easy to arouse and climax, while women just got more and more revved up.

They did seem to avoiding each other's lower half though, so maybe they were a little over stimulated after all.

He'd gone completely limp as his mind considered these subjects, and then, his penis started to come awake, along with a part of his brain that pointed out that there were two incredibly hot, naked, women in front of him sexing the fuck out of each other and who's pussies were unattended.

Riley, somehow, seemed to sense his intentions and opened one eye to look at him. She motioned him over beside them, while Mindy continued with here eyes closed, enjoying the feel, taste, smell, and sound of Riley. She was too close to see much of anything after all.

When Dave came with her grasped, she grabbed and started stroking his cock. Then pulled him towards her and Mindy, until the tip pressed between their lips. Mindy laughed, smiled, and moaned all at the same time before attempting to continue her make-out session with Riley around Dave's prick.

Dave moaned as their lips and tongues worked magic on him, slowly rocking his hips back and forth, sliding his dick between their mouths.

However, shortly after she started it Riley ended it. Breaking away from Mindy, she pulled Dave down onto the and climbed on top of him. In the next second she'd taken him to the hilt. She gave him a few good humps and then rolled off and said to Mindy, "I wanna see you suck his dick."

Mindy raised an eyebrow at her.

"Or you can fuck him. I just want to see you two go at it again."

"And you obviously wanted me to taste you on him," she said dryly.

Riley gave a slight shrug while looking at the ceiling, "Maybe a little."

Mindy snorted and shook her head, then with a little smirk dropped down practically inhaled Dave's dick.

Dave gasped and sat up, propped up on his elbows to get a better view. Riley sat cross legged and watched intently.

Mindy brushed her hair back behind her ears and looked at both of them before smiling around his dick and then asking, "Enjoying the show?"

"Yes," they said in unison.

Mindy grinned and licked him from his balls to his tip.

She worked him slowly...then fast...then she used only her tongue. Whatever she felt like doing and, she thought, made a good show, since she was certain in Dave's state he was gaining as as much, if not more, pleasure from watching than from what he was feeling. And Riley just sat there watching with a huge grin on her face.

"Why are you enjoying this so much," Mindy said, after letting Dave's dick literally pop out of her mouth.

Riley actually blushed, "I...uh...hear you. A lot. And I've wanted to see you two do it as much as I've wanted to get my hands on you."

"Didn't realize we were so loud," Dave said as he rolled his head back from Mindy taking him especially deep.

"Okay, I listen for you sometimes. I'd masturbate to it."

Mindy paused mid stroke and she and Dave both looked at her with wide eyes.

"What? You can't possibly be surprised. Besides, you're both hot as fuck. What porn could be better than imaging you two fucking each other boneless?"

Mindy seemed to accept the compliment and redoubled her efforts.

And then Dave's balls started twitching. Mindy looked up at him while she stroked him, "Again? Already? You've been coming pretty quickly today."

Dave grimaced, "Can't help it. Not every day I see something as hot as you two together."

Riley grinned and Mindy shrugged before really going to work on him. No more play. Time to get her man off.

"Cum on her face."

This time, Mindy's look of shock was one hundred percent genuine.

"What?"

"Please?"

Mindy, for the first time since this all started, seemed uncertain. That was something they'd never done before. She looked to Dave, he just shrugged at her, "I'm not against it, but it's your face. You decide."

Mindy thought about it for a moment, and eventually decided it couldn't be worse than blood splattering her face and that they were doing this all for Riley's Birthday anyway so..."Okay. Do it."

She sat up with legs folded under her and looked at Dave expectantly. Dave got to his feet and stood in front of Mindy, and prepared to jack off onto her face. "This is weird."

"Yeah, I know, but we're doing it anyway. Now get to strokin, I don't wanna sit here like this all day."

Dave shook his head and did that, while Mindy did her best to look excited and wanting instead of nervous. Which was stupid. She'd taken it in her pussy and her mouth, so what was the big deal about getting some jizz on her face?

And after a couple moments, Dave cried out and the first stream hit Mindy in the face. She flinched and closed her eyes, which stopped the second shot from getting in them. The third and final shot streaked across her face, and she felt it start to drip down her face and reflexively licked some off her lips. The warm semen was rapidly cooling on her face. She laughed, struggling to open her eyes, "This feels so wei-"

Riley pounced on her mid word and held her face tightly with both hands, and with long, thorough, licks began to clean Mindy's face.

When she finished, Riley fell onto her back and giggled.

Mindy blinked and wiped at the saliva on her face, "Okay, you, are a freak."

Riley scoffed, "Hardly. I didn't ask for toys, or handcuffs, or whips, or gags, or anything _really_ freaky."

Mindy silently agreed and decided not to mention that she and Dave _had_ used handcuffs at times.

"She also didn't ask for anal," Dave pointed out.

Riley didn't notice Mindy's blush when she grimaced and said, "Ick."

Suddenly Mindy yawned and dropped down beside Riley, "I'm actually pretty worn out."

"I'm not surprised. That was quite a work out."

"Maybe for you."

Riley slapped her shoulder, "Shut up. Just admit sex takes it out of you."

"Fine," then she reached up for Dave who was still standing over them, "I want cuddles."

Dave eased himself down with more care than he normally would, but he didn't quite trust his legs at the moment.

Mindy eagerly snuggled into him, enjoying the feel of his strong arms wrapped around her.

"Hey, don't I get cuddles?"

Mindy rolled her eyes behind closed lids, "Oh fine, here," and she reached an arm out for Riley.

And so the three slowly started to doz off, happy, but exhausted.

…

"Oh my god, that's adorable."

"Hmm?"

"You're purring!"

"I told you! I told her, she never believes me."

"Both of you shut up before I kick your asses out of here."

* * *

_**More Messages: **Did that drag on too much? End too abruptly? I'm not sure. I just wanted to get all that into one chapter and end with that conversation. Why? You'll see next chapter._


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